SECOND AMENDMENT TO AMENDED AND RESTATED TRIPLE NET HOSPITAL BUILDING LEASE
Exhibit 99.6
SECOND
AMENDMENT TO AMENDED AND RESTATED
THIS SECOND AMENDMENT TO AMENDED AND
RESTATED TRIPLE NET HOSPITAL BUILDING LEASE (“Amendment”) is entered into as of
this 13th day of April, 2010, between Pacific Coast Holdings Investment, LLC, a
California limited liability company (“Landlord”), and Integrated Healthcare
Holdings, Inc., a Nevada corporation (“Tenant”).
RECITALS
A. Landlord
and Tenant are parties to an Amended and Restated Triple Net Hospital Building
Lease dated October 1, 2007 (the “Original Amended and Restated Lease”), which
amended and restated that certain Triple Net Hospital and Medical Office
Building Lease dated March 3, 2005, as amended by Amendment No. 1 to Triple Net
Hospital and Medical Office Building Lease dated as of March 8,
2005. The Original Amended and Restated Lease was amended on March
27, 2009 (the “March 2009 Amendment”) (the Original Amended and Restated Lease,
together with the March 2009 Amendment, shall be referred to herein as the
“Lease”).
B. Concurrently
herewith, KPC Resolution Company, LLC, a California limited liability company
(“KPC”) is selling certain credit facilities to SPCP Group IV, LLC, a Delaware
limited liability company, and SPCP Group, LLC, a Delaware limited liability
company, (collectively, “SPCP”), wherein Tenant is the
borrower. Medical Provider Financial Corporation I, a Nevada
corporation, Medical Provider Financial Corporation II, a Nevada corporation
(“MedCap II”), and Medical Financial Corporation III, a Nevada corporation, were
the initial lenders under such credit facilities. The aforementioned
credit facilities are referred to herein as the “Credit
Facilities”.
C.
As part of the Credit Facilities, Tenant, WMC-SA, Inc., a California
corporation, WMC-A, Inc., a California corporation, ▇▇▇▇▇▇▇ Medical Center,
Inc., a California corporation, and Coastal Communities Hospital, Inc., a
California corporation, executed that certain $45,000,000 Term Note (the “Real
Estate Loan”) dated October 9, 2007, originally in favor of MedCap
II. The term Real Estate Loan used in this Amendment shall replace
such term as used in the Original Amended and Restated Lease.
D. In
connection with the sale of the Credit Facilities to SPCP, Tenant, Landlord, and
certain other credit parties are entering into an Omnibus Credit Agreement
Amendment (the “Omnibus Amendment”) and related documents (collectively, the
“Omnibus Amendment Documents”), which provides that the interest rate on the Credit Facilities,
including the Real Estate Loan, shall be fourteen and one-half percent (14½ %)
per annum until the maturity date of the Real Estate Loan, as modified by the
Omnibus Amendment Documents.
E. Landlord
and Tenant desire to memorialize the rent to be paid under the Lease in light of
the Omnibus Amendment Documents.
F. All
terms not otherwise defined in this Amendment shall have the same meaning as set
forth in the Lease.
-1-
NOW THEREFORE, the parties hereto agree
as follows:
1. Effective
May 1, 2010, Section 2.1(a) of the Original Amended and Restated Lease and
Section 1 of the March 2009 Amendment shall be deleted in their entirety and the
following inserted in place of Section 2.1(a) of the Lease:
“(a) The
annual “Base Rent” shall be Seven Million Three Hundred Twenty-Eight Thousand
One Hundred Twenty-Five and No/100 Dollars ($7,328,125.00), payable in equal
monthly installments of Six Hundred Ten Thousand Six Hundred Seventy-Seven and
08/100 Dollars ($610,677.08); provided, however, should Landlord refinance the
Real Estate Loan, the annual Base Rent shall increase to Eight Million Three
Hundred Thousand and No/100 Dollars ($8,300,000.00), payable in equal monthly
installments of Six Hundred Ninety-One Thousand Six Hundred Sixty-Six and 67
/100 ($691,666.67).
2. Tenant
acknowledges that it has not paid rent due under the Lease since October 1,
2008. Tenant agrees that upon receipt of its AB 1383 provider fee
funds, subject to first making any payments due pursuant to Section 2.03(b) of
the Omnibus Amendment, Tenant shall pay from its AB 1383 provider fee funds all
unpaid rent due under the Lease for the period from November 1, 2008 through
April 30, 2010; provided however, all such unpaid rent due under the Lease must
be paid no later than December 1, 2010.
3. Paragraph
2 of the March 2009 Amendment is hereby deleted in its entirety.
4. Landlord
and Tenant acknowledge that there are two leases covering the property described
in the Lease: (i) the Lease, and (ii) a second lease identical to the
Original Amended and Restated Lease dated September 1, 2007 (the “2007
Lease”). Landlord and Tenant acknowledge and agree that the 2007
Lease was executed in error and is void ab initio. In
addition, the parties agree that the reference to the 2007 Lease in the March
2009 Amendment should have been, and is hereby changed to be, the Original
Amended and Restated Lease.
5. Except
as specifically set forth in this Amendment, the terms of the Lease shall remain
unchanged and continue in full force and effect.
6. This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which when taken together shall constitute one
and the same instrument.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
-2-
IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of the day and year first above
written.
LANDLORD
a
California limited liability company,
By:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
M.D.
Name: ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, M.D.
Title: Co-Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇,
M.D.
Name: ▇▇▇▇▇
▇▇▇▇▇▇▇, M.D.
Title: Co-Manager
TENANT
INTEGRATED
HEALTHCARE HOLDINGS, INC.,
a Nevada
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief
Executive Officer
-3-